Resilience Investment Holdings Ltd Commences the Voluntary Recommended Public Cash Tender Offer for all Shares and Equity Securities in Tecnotree
Tecnotree Corporation, Stock Exchange Release, February 4, 2026, 16:32 p.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THIS TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
As was announced on January 27, 2026, Funds managed by Helios Investment Partners (“Helios”) together with Fitzroy Investments Limited (“Fitzroy”) and the Chief Executive Officer (the “CEO”) of Tecnotree Corporation (“Tecnotree” or the “Company”), Padma Ravichander (“Ravichander”), have formed a consortium (the “Consortium”) to make a voluntary recommended public cash tender offer through Resilience Investment Holdings Ltd (the “Offeror”) for all the issued and outstanding shares (the “Shares” or, individually, a “Share”), all the issued fully paid compulsory convertible debentures (the “CCDs”), all the warrants given in connection with the issue of CCDs (the “Warrants”), and all the issued and outstanding options (the “Options,” and together with the CCDs and Warrants, the “Equity Securities”) in Tecnotree that are not held by Tecnotree or any of its subsidiaries (the “Tender Offer”). The Offeror and Tecnotree have on January 27, 2026, entered into a combination agreement pursuant to which the Offeror makes the Tender Offer (the “Combination Agreement”).
The Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the “Tender Offer Document”). The offer period for the Tender Offer will commence on February 5, 2026, at 9:30 a.m. (Finnish time) and expire on March 25, 2026, at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued as described in the terms and conditions of the Tender Offer (the “Offer Period”). The Tender Offer is currently expected to be completed during the second quarter of 2026. The Offeror will extend the Offer Period in accordance with, and subject to, the terms and conditions of the Tender Offer and applicable laws and regulations, to the extent necessary in order to satisfy the conditions to completion of the Tender Offer, including, among others, the receipt of the necessary regulatory approvals. Any possible extension of the Offer Period will be announced by a press release.
The Finnish language version of the Tender Offer Document will be available on the internet at www.tecnotree.julkinen-ostotarjous.fi as of February 4, 2026. The English language translation of the Tender Offer Document will be available on the internet at www.tecnotree.public-offer.fi as of February 4, 2026.
The price offered in the Tender Offer is EUR 5.70 per Share validly tendered in the Tender Offer (the “Share Offer Price”), EUR 145,823.10 per CCD validly tendered in the Tender Offer (the “CCD Offer Price”), EUR 100 per 100,000 Warrants validly tendered in the Tender Offer (the “Warrant Offer Price”), and EUR 0.01 per 20 Options validly tendered in the Tender Offer (the “Option Offer Price,” and together with the Share Offer Price, the CCD Offer Price and the Warrant Offer Price, the “Offer Prices”).
The Share Offer Price has been determined based on 17,016,693 outstanding Shares (i.e., excluding treasury shares). The CCD Offer Price has been determined based on 231 CCDs. The Warrant Offer Price has been determined based on 23,100,000 Warrants given and outstanding. The Option Offer Price has been determined based on 18,153,850 outstanding Options.
Should the Company, other than through (i) the conversion of the CCDs, or (ii) the exercise of the Warrants or the Options, change the number outstanding Shares and/or Equity Securities that are issued and outstanding on the date of the Combination Agreement as a result of a new share or equity issue, reclassification, stock split (including a reverse split), amendment of terms and conditions, or any other similar transaction or action with dilutive effect, or should the Company distribute a dividend or otherwise distribute funds or any other assets to its shareholders or pay interest (except for the interest on the CCDs) or make any other payment to the holders of Equity Securities, or if a record or payment date with respect to any of the foregoing occurs prior to the completion of the Tender Offer, the Offer Prices payable by the Offeror shall be adjusted accordingly on a euro-for-euro basis to account for such measure or distribution.
The Board of Directors of Tecnotree, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders and holders of Equity Securities of Tecnotree accept the Tender Offer. The Board of Directors of Tecnotree issued its statement on the Tender Offer on January 30, 2026, and it is included in the Tender Offer Document. The recommendation is supported by a fairness opinion provided to the Board of Directors of Tecnotree by its financial adviser EY Advisory Oy (“EY”) on January 26, 2026. The complete fairness opinion is attached to the statement of the Board of Directors of Tecnotree.
The Chair of the Board of Directors of Tecnotree, Neil Macleod, and a member of the Board of Directors, Conrad Neil Phoenix, have not participated in any assessment or review of the implications of the Tender Offer by the Board of Directors of Tecnotree or in any decision-making concerning the recommendation of the Board of Directors of Tecnotree or the Combination Agreement.
Ravichander has irrevocably undertaken to convert all 120 CCDs held by her into 3,069,960 new Shares in accordance with the terms and conditions of the CCDs and the conversion notice delivered to Tecnotree on January 27, 2026, and to contribute all such newly issued Shares together with her existing 1,967,814 Shares (representing 100 percent of Ravichander’s shareholding in Tecnotree), all 15,000,000 Warrants held by her and all 15,000,000 Options held by her to the Offeror.
Fitzroy has irrevocably undertaken to convert 45 CCDs held by it into 1,151,235 new Shares in accordance with the terms and conditions of the CCDs and the conversion notice delivered to Tecnotree on January 27, 2026, and to contribute all such newly issued Shares together with its existing 3,074,650 Shares (representing 100 percent of Fitzroy’s shareholding in Tecnotree) to the Offeror.
Luminos Sun Holding Limited, that holds approximately 8.4 percent of the outstanding Shares, has irrevocably undertaken to accept the Tender Offer in respect of all 1,434,229 Shares, one CCD and 2,100,000 Warrants held by it and any future holdings, subject to certain customary conditions. This irrevocable undertaking automatically terminates in the event that the Offeror withdraws or terminates the Tender Offer, or in the event the Tender Offer lapses and is not completed.
The Tender Offer is conditional upon the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror’s announcement of the final results of the Tender Offer including, among others, that all necessary approvals by any regulatory authorities have been received (or where applicable, the relevant waiting periods have expired) and the Offeror having gained control of 90 percent of the Shares and voting rights in Tecnotree calculated on a diluted basis to include the CCDs on an as-converted basis (i.e., excluding the unpaid compulsory convertible debentures).
The Tender Offer may be accepted by a shareholder registered during the Offer Period in the shareholders’ register of Tecnotree, with the exception of Tecnotree and its subsidiaries. Acceptance of the Tender Offer must be submitted for each book‑entry account. A shareholder of Tecnotree submitting an acceptance must have a cash account with a financial institution operating in Finland or abroad. Shareholders may only approve the Tender Offer unconditionally and for all Shares that are held on the book‑entry accounts mentioned in the acceptance form at the time of the execution of the transaction with respect to the Shares of such shareholder. Acceptances submitted during the Offer Period are valid also until the expiration of an extended or discontinued extended Offer Period, if any.
The Tender Offer may be accepted by a holder of Equity Securities covered by the Tender Offer that is registered during the Offer Period in the relevant holder register of Equity Securities. Evli will send a notification of the Tender Offer, including instructions and, in the case of CCDs and Warrants, the relevant acceptance form, to all such holders of relevant Equity Securities Holders of relevant Equity Securities who do not receive such a notification from Evli can contact Evli by sending an email to operations@evli.com.
Most Finnish account operators are expected to send a notice regarding the Tender Offer and related instructions and an acceptance form to their customers who are registered as shareholders in the shareholders’ register of Tecnotree maintained by Euroclear Finland Oy. Shareholders of Tecnotree who do not receive such instructions or an acceptance form from their account operator should primarily contact their account operator. Secondarily, shareholders of Tecnotree can contact Evli by email at operations@evli.com or by telephone at +358 9 4766 9573 on weekdays between 9:00 a.m. (Finnish time) and 4:00 p.m. (Finnish time), where such shareholders of Tecnotree can receive information for submitting their acceptance.
Those shareholders of Tecnotree whose Shares are nominee‑registered and who wish to accept the Tender Offer, must submit their acceptance in accordance with the instructions given by the custodial nominee account holders. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of Tecnotree.
If the Shares or Equity Securities held by a shareholder or a holder of Equity Securities are pledged or otherwise subject to restrictions that prevent or limit the acceptance, the acceptance of the Tender Offer may require the consent of the pledgee or other beneficiary of such restriction. Acquiring the consent is the responsibility of the relevant shareholder or holder of Equity Securities of Tecnotree. The pledgee’s or other beneficiary’s consent must be delivered to the account operator in writing.
A shareholder of Tecnotree who wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance form to the account operator that manages the shareholder’s book‑entry account in accordance with the instructions and within the time period set by the account operator, which may be prior to the expiry of the Offer Period. The Offeror reserves the right to reject any acceptances that have been submitted erroneously or deficiently. In the event of a possible subsequent offer period, the acceptance form must be submitted in such a manner that it is received during the subsequent offer period, subject to and in accordance with the instructions of the relevant account operator.
A holder of Equity Securities covered by the Tender Offer that is registered during the Offer Period in the applicable holder register of Equity Securities wishing to accept the Tender Offer shall submit a properly completed and duly executed acceptance form (or acceptance in the case of Options) in accordance with its instructions to Evli and within the time limit set by Evli. The acceptance form (or acceptance in the case of Options) shall be submitted so that it is received during the Offer Period or, if the Offer Period has been extended, during such extended Offer Period, however, always in accordance with the instructions of Evli. Holders of applicable Equity Securities submit acceptances at their own risk. Any acceptance will be deemed submitted only when actually received by Evli. The Offeror reserves the right to reject or approve, in its sole discretion, any acceptances that have been submitted in an incorrect or incomplete manner.
The preliminary result of the Tender Offer will be announced by a stock exchange release on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the preliminary result, it will be announced whether the Tender Offer will be completed subject to the Conditions to Completion continuing to be fulfilled on the date of the final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the Shares and the Equity Securities in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed.
The Offeror will announce the initial percentage of the Shares and Equity Securities validly tendered during a possible subsequent offer period on or about the first (1st) Finnish banking day following the expiry of the subsequent offer period and the final percentage on or about the third (3rd) Finnish banking day following the expiry of the subsequent offer period.
The Offeror and members of the Consortium reserve the right to buy Shares before, during and/or after the Offer Period (including any extension thereof) and any subsequent offer period in public trading on Nasdaq Helsinki or otherwise. In addition, the Offeror and members of the Consortium reserve the right to acquire Equity Securities before, during and/or after the Offer Period (including any extension thereof) and any possible subsequent offer period.
The terms and conditions of the Tender Offer are enclosed in their entirety to this release (Appendix 1).
Advisors
The Offeror has appointed DNB Carnegie Investment Bank AB, Finland Branch (“DNB Carnegie”) as financial advisor, Evli Plc (“Evli”) as arranger in relation to the Tender Offer, White & Case LLP as legal advisor, and Burson Finland Oy (“Burson”) as communication advisor in connection with the Tender Offer. Fitzroy and Ravichander have appointed Bird & Bird Attorneys Ltd as their legal advisor in connection with the Tender Offer. Tecnotree has appointed Bridewell Partners Limited (“Bridewell”) and EY as financial advisors and Fondia Plc as legal advisor in connection with the Tender Offer.
Media and Investor Enquiries, the Consortium
Juho Erkheikki, Burson
juho.erkheikki@bursonglobal.com
+358 50 413 4583
Media and Investor Enquiries, Helios
Robert Yates, Teneo
heliosmedia@teneo.com
Media and Investor Enquiries, Tecnotree
Indiresh Vivekanada, CFO, Tecnotree
indiresh.vivekanada@tecnotree.com
+971 56 410 8357
Information about the Tender Offer is made available at www.tecnotree.public-offer.fi.
For administrative questions regarding the Tender Offer, please contact your bank or nominee where you have your Shares registered.
About Tecnotree
Tecnotree is a global provider of IT solutions for the management of services, products, customers and revenue for Communications Service Providers. Tecnotree helps customers to monetize and transform their business towards a marketplace of digital services. Together with its customers, Tecnotree empowers people to self-serve, engage and take control of their own digital life. Tecnotree is listed on the Official List of Nasdaq Helsinki.
Important Information
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES AND EQUITY SECURITIES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE TENDER OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.
Information for Shareholders and Holders of Equity Securities of Tecnotree in the United States
The Tender Offer will be made for the issued and outstanding Shares and Equity Securities in Tecnotree, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the applicable rules and regulations promulgated thereunder, including Regulation 14E (in each case, subject to any exemptions or relief therefrom, if applicable) and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. Shareholders in the United States are advised that neither the Shares nor the Equity Securities are listed on a U.S. securities exchange and that Tecnotree is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Tender Offer is made to Tecnotree’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Tecnotree to whom an offer is made. Any information documents, including this release, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Tecnotree’s other shareholders.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its broker’s affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer and combination, directly or indirectly, purchase or arrange to purchase, the Shares, the Equity Securities or any securities that are convertible into, exchangeable for or exercisable for such Shares or Equity Securities. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a stock exchange or press release or other means reasonably calculated to inform U.S. shareholders of Tecnotree of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Tecnotree, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of this release. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares or Equity Securities may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares and/or Equity Securities is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.
It may be difficult for Tecnotree’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws since the Offeror and Tecnotree are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Tecnotree’s shareholders may not be able to sue the Offeror or Tecnotree or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and Tecnotree and their respective affiliates to subject themselves to a U.S. court’s judgment.
Forward-looking Statements
This release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements.” Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes,” “intends,” “may,” “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.
Disclaimer
DNB Carnegie Investment Bank AB, which is authorized and regulated by the Swedish Financial Supervisory Authority (Finansinspektionen), is acting through its Finland Branch (i.e., DNB Carnegie). DNB Carnegie is authorized by the Swedish Financial Supervisory Authority and subject to limited regulation by the Finnish Financial Supervisory Authority (Finanssivalvonta). DNB Carnegie is acting exclusively for the Offeror and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither DNB Carnegie nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than the Offeror for providing the protections afforded to clients of DNB Carnegie, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.
Evli, which is under the supervision of the Finnish Financial Supervisory Authority, is acting as arranger in relation to the Tender Offer, will not regard any other person than the Offeror as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing protection afforded to clients of Evli or for providing advice in relation to the Tender Offer.
Bridewell (FRN:1009682) is an Appointed Representative of Sturgeon Ventures LLP (FRN: 452811) which is authorized and regulated by the Financial Conduct Authority. Bridewell is acting as financial adviser exclusively for the Company and no one else in connection with the Tender Offer and the matters set out in this announcement. Bridewell is not responsible to anyone other than the Company for providing the protections afforded to its clients, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.
EY is acting as financial adviser to the Company and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither EY, nor its affiliates will regard any other person as its client in relation to the Tender Offer and the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protection afforded to clients of EY, nor for providing advice in relation to the Tender Offer or the other matters referred to in this announcement. However, in order to promote full and open view the following is brought to your attention. EY is a member of the global network of EY entities (“EY Firms”), where each member is a separate and independent entity but co-operates with other EY Firms based on contractual arrangements. EY Firm located in another country has performed due diligence work for the Offeror at earlier stage. The teams or EY entities are separate and have no interaction and due to confidentiality reasons, we do not have any insight into their assignment or work, nor do we see any conflict of interest in this situation due to effective Chinese-wall arrangement.
